Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule
13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
|
|
|
|
|
CUSIP No. 78503N107
|
|
13G
|
|
Page
2
of 16
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
NexPoint Credit Strategies Fund
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
571,712**
1
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
571,712**
1
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
571,712**
1
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
1.7%**
1
|
12
|
|
TYPE OF REPORTING PERSON*
IV, OO
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
1.
|
Beneficial ownership reported as of December 31, 2013.
|
|
|
|
|
|
CUSIP No. 78503N107
|
|
13G
|
|
Page
3
of 16
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
NexPoint Advisors, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
571,712**
1
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
571,712**
1
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
571,712**
1
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
1.7%**
1
|
12
|
|
TYPE OF REPORTING PERSON*
IA, PN
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
1.
|
Beneficial ownership reported as of December 31, 2013.
|
|
|
|
|
|
CUSIP No. 78503N107
|
|
13G
|
|
Page
4
of 16
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
NexPoint Advisors GP, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
571,712**
1
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
571,712**
1
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
571,712**
1
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
1.7%**
1
|
12
|
|
TYPE OF REPORTING PERSON*
HC, OO
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
1.
|
Beneficial ownership reported as of December 31, 2013.
|
|
|
|
|
|
CUSIP No. 78503N107
|
|
13G
|
|
Page
5
of 16
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
Highland Select Equity Fund, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
1,993,074**
1
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
1,993,074**
1
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,993,074**
1
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
6.0%**
1
|
12
|
|
TYPE OF REPORTING PERSON*
PN
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
1.
|
Beneficial ownership reported as of December 31, 2013.
|
|
|
|
|
|
CUSIP No. 78503N107
|
|
13G
|
|
Page
6
of 16
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
Highland Select Equity Fund GP, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
1,993,074**
1
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
1,993,074**
1
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,993,074**
1
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
6.0%**
1
|
12
|
|
TYPE OF REPORTING PERSON*
PN
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
1.
|
Beneficial ownership reported as of December 31, 2013.
|
|
|
|
|
|
CUSIP No. 78503N107
|
|
13G
|
|
Page
7
of 16
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
Highland Select Equity, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
1,993,074**
1
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
1,993,074**
1
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,993,074**
1
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
6.0%**
1
|
12
|
|
TYPE OF REPORTING PERSON*
OO
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
1.
|
Beneficial ownership reported as of December 31, 2013.
|
|
|
|
|
|
CUSIP No. 78503N107
|
|
13G
|
|
Page
8
of 16
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
Highland Capital Management, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
1,993,074**
1
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
1,993,074**
1
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,993,074**
1
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
6.0%**
1
|
12
|
|
TYPE OF REPORTING PERSON*
IA, PN
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
1.
|
Beneficial ownership reported as of December 31, 2013.
|
|
|
|
|
|
CUSIP No. 78503N107
|
|
13G
|
|
Page
9
of 16
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
Strand Advisors, Inc.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
1,993,074**
1
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
1,993,074**
1
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,993,074**
1
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
6.0%**
1
|
12
|
|
TYPE OF REPORTING PERSON*
HC, CO
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
1.
|
Beneficial ownership reported as of December 31, 2013.
|
|
|
|
|
|
CUSIP No. 78503N107
|
|
13G
|
|
Page
10
of 16
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
James D. Dondero
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
2,564,786**
1
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
2,564,786**
1
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,564,786**
1
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
7.8%**
1
|
12
|
|
TYPE OF REPORTING PERSON*
HC, IN
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
1.
|
Beneficial ownership reported as of December 31, 2013.
|
SCHEDULE 13G
This Schedule 13G (this Schedule 13G) is being filed on behalf of NexPoint Credit Strategies Fund, a Delaware statutory trust (the
Credit Fund), NexPoint Advisors, L.P., a Delaware limited partnership (NexPoint), NexPoint Advisors GP, LLC, a Delaware limited liability company (NexPoint GP), Highland Select Equity Fund, L.P., a Delaware
limited partnership (the Select Fund and together with the Credit Fund, the Funds), Highland Select Equity Fund GP, L.P., a Delaware limited partnership (Select GP), Highland Select Equity, LLC, a Delaware limited
liability company (Select LLC), Highland Capital Management, L.P., a Delaware limited partnership (Highland Capital), Strand Advisors, Inc., a Delaware corporation (Strand), and James D. Dondero (collectively, the
Reporting Persons).
James D. Dondero is the President of NexPoint GP and Strand. NexPoint GP is the general partner of
NexPoint. NexPoint serves as the investment advisor to the Credit Fund. Strand is the general partner of Highland Capital. Highland Capital is the general partner of Select LLC. Select LLC is the general partner of Select GP. Select GP is the
general partner of the Select Fund. This Schedule 13G relates to shares of Common Stock, par value $0.10 per share (the Common Stock), of SWS Group, Inc., a Delaware corporation (the Issuer), held by the Funds.
Item 1(a)
|
Name of Issuer.
|
SWS Group, Inc.
Item 1(b)
|
Address of Issuers Principal Executive Offices.
|
1201 Elm Street
Suite 3500
Dallas, Texas 75270
Item 2(a)
|
Name of Person Filing.
|
(1) NexPoint Credit Strategies Fund
(2) NexPoint Advisors, L.P.
(3)
NexPoint Advisors GP, LLC
(4) Highland Select Equity Fund, L.P.
(5) Highland Select Equity Fund GP, L.P.
(6) Highland Select Equity, LLC
(7) Highland Capital Management, L.P.
(8) Strand Advisors, Inc.
(9)
James D. Dondero
Item 2(b)
|
Address of Principal Business Office, or, if none, Residence.
|
For all Filers:
300 Crescent Court, Suite 700
Dallas, Texas 75201
11
Item 2(c)
|
Citizenship or Place of Organization.
|
(1) NexPoint Credit Strategies Fund is a Delaware
statutory trust
(2) NexPoint Advisors, L.P. is a Delaware limited partnership
(3) NexPoint Advisors GP, LLC is a Delaware limited liability company
(4) Highland Select Equity Fund, L.P. is a Delaware limited partnership
(5) Highland Select Equity Fund GP, L.P. is a Delaware limited partnership
(6) Highland Select Equity, LLC is a Delaware limited liability company
(7) Highland Capital Management, L.P. is a Delaware limited partnership
(8) Strand Advisors, Inc. is a Delaware corporation
(9) James D. Dondero is a United States citizen
Item 2(d)
|
Title of Class of Securities.
|
Common Stock, par value $0.10 per share
78503N107
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether
the person filing is a:
|
(a)
¨
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
¨
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c)
¨
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
(d)
x
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
(e)
x
|
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
(f)
¨
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
(g)
x
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
(h)
¨
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
(i)
¨
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
|
|
(j)
¨
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
12
|
(a)
|
The Credit Fund is the beneficial owner of 571,712 shares of Common Stock that it holds directly. NexPoint, as the investment advisor to the Credit Fund, and NexPoint GP, as the general partner of NexPoint, may be
deemed the beneficial owners of the 571,712 shares of Common Stock held by the Credit Fund.
|
The Select Fund is the
beneficial owner of 1,993,074 shares of Common Stock that it holds directly. Select GP, as the general partner of the Select Fund, Select LLC, as the general partner of Select GP, Highland Capital, as the general partner of Select LLC, and Strand,
as the general partner of Highland Capital, may be deemed the beneficial owners of the 1,993,074 Common Shares held by the Select Fund.
Mr. Dondero may be deemed the beneficial owner of the 2,564,786 Common Shares held by the Funds.
|
(b)
|
The Credit Fund, NexPoint and NexPoint GP may be deemed the beneficial owners of 1.7% of the outstanding shares of Common Stock held by the Credit Fund.
|
The Select Fund, Select GP, Select LLC, Highland Capital and Strand may be deemed the beneficial owners of 6.0% of the outstanding shares of
Common Stock held by the Select Fund.
Mr. Dondero may be deemed the beneficial owner of 7.8% of the outstanding shares of Common
Stock held by the Funds.
The above percentages were determined by dividing the number of shares of Common Stock held by each of the
Reporting Persons, respectively, by 33,014,451, which is the number of Common Shares outstanding as of October 31, 2013 according to the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013.
|
(c)
|
The Credit Fund has the sole power to vote and dispose of the 571,712 shares of Common Stock that it holds directly. NexPoint and NexPoint GP have the shared power to vote and dispose of the 571,712 shares of Common
Stock held by the Credit Fund.
|
13
The Select Fund has the sole power to vote and dispose of the 1,993,074 shares of Common Stock
that it holds directly. Select GP, Select LLC, Highland Capital and Strand have the shared power to vote and dispose of the 1,993,074 shares of Common Stock held by the Select Fund.
Mr. Dondero has the shared power to vote and dispose of the 2,564,786 shares of Common Stock held by the Funds.
Item 5
|
Ownership of Five Percent or Less of a Class.
|
Inapplicable.
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
Inapplicable.
Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
|
Inapplicable.
Item 8
|
Identification and Classification of Members of the Group.
|
Inapplicable.
Item 9
|
Notice of Dissolution of Group.
|
Inapplicable.
By signing below each of the Reporting Persons certifies that, to the
best of such persons knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Joint Filing Agreement, dated February 14, 2014, by and among
NexPoint Credit Strategies Fund, NexPoint Advisors, L.P., NexPoint Advisors GP, LLC, Highland Select Equity Fund, L.P., Highland Select Equity Fund GP, L.P., Highland Select Equity, LLC, Highland Capital Management, L.P., Strand Advisors, Inc., and
James D. Dondero.
[Signature Page Follows]
14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2014
|
|
|
|
|
NEXPOINT CREDIT STRATEGIES FUND
|
|
|
|
|
|
By:
|
|
/s/ Ethan Powell
|
|
|
Name:
|
|
Ethan Powell
|
|
|
Title:
|
|
President
|
|
NEXPOINT ADVISORS, L.P.
|
|
By: NexPoint Advisors GP, LLC, its general partner
|
|
|
|
|
|
By:
|
|
/s/ James D. Dondero
|
|
|
|
|
Name: James D. Dondero
|
|
|
|
|
Title: President
|
|
NEXPOINT ADVISORS GP, LLC
|
|
|
|
|
|
By:
|
|
/s/ James D. Dondero
|
|
|
Name:
|
|
James D. Dondero
|
|
|
Title:
|
|
President
|
|
HIGHLAND SELECT EQUITY FUND, L.P.
|
|
By: Highland Select Equity Fund GP, L.P., its general partner
|
|
By: Highland Select Equity, LLC, its general partner
|
|
By: Highland Capital Management, L.P., its general partner
|
|
By: Strand Advisors, Inc., its general partner
|
|
|
|
|
|
By:
|
|
/s/ James D. Dondero
|
|
|
|
|
Name: James D. Dondero
|
|
|
|
|
Title: President
|
15
|
|
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HIGHLAND SELECT EQUITY FUND GP, L.P.
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By: Highland Select Equity, LLC, its general partner
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By: Highland Capital Management, L.P., its general partner
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By: Strand Advisors, Inc., its general partner
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By:
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/s/ James D. Dondero
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Name: James D. Dondero
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Title: President
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HIGHLAND SELECT EQUITY, LLC
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By: Highland Capital Management, L.P., its general partner
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By: Strand Advisors, Inc., its general partner
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By:
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/s/ James D. Dondero
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Name: James D. Dondero
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Title: President
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HIGHLAND CAPITAL MANAGEMENT, L.P.
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By: Strand Advisors, Inc., its general partner
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By:
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/s/ James D. Dondero
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Name: James D. Dondero
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Title: President
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STRAND ADVISORS, INC.
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By:
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/s/ James D. Dondero
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Name: James D. Dondero
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Title: President
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/s/ James D. Dondero
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James D. Dondero
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